Sec Form 4 Filing - Allen Daniel @ SharpSpring, Inc. - 2019-06-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Allen Daniel 2. Issuer Name and Ticker or Trading Symbol SharpSpring, Inc. [ SHSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 228 PARK AVENUE SOUTH,, SUITE 90959 3. Date of Earliest Transaction (MM/DD/YY) 06/17/2019 (Street) NEW YORK, NY10003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price common stock 06/17/2019 S 2,515 ( 1 ) D $ 12.25 ( 2 ) ( 3 ) 0 D common stock 06/17/2019 S 519,304 D $ 12.25 ( 2 ) ( 3 ) 0 I By Evercel Holdings LLC ( 4 ) common stock 06/17/2019 S 1,241,635 D $ 12.25 ( 2 ) ( 3 ) 0 I By SHSP Holdings, LLC ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Allen Daniel 228 PARK AVENUE SOUTH, SUITE 90959 NEW YORK, NY10003 X X Corona Investment Partners, LLC 228 PARK AVENUE SOUTH, SUITE 90959 NEW YORK, NY10003 X SHSP Holdings, LLC 228 PARK AVENUE SOUTH, SUITE 90959 NEW YORK, NY10003 X Signatures /s/ Daniel Allen 06/18/2019 Signature of Reporting Person Date /s/ Corona Park Investment Partners, LLC, by Daniel Allen 06/18/2019 Signature of Reporting Person Date /s/ SHSP Holdings, LLC, by Daniel Allen 06/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired directly from SharpSpring, Inc. (the "Issuer") for service as a director of the Issuer. ( 2 )Pursuant to an underwriting agreement dated June 13, 2019 (the "Underwriting Agreement") by and among the Issuer, Canaccord Genuity LLC, Roth Capital Partners, LLC, Daniel C. Allen, North Peak Capital Partners, L.P., North Peak Capital Partners II, L.P., SHSP Holdings, LLC, and Evercel Holdings, LLC, as discussed in the Issuer's prospectus supplement dated June 13, 2019, supplementing the Issuer's registration statement on Form S-3 (File No. 333-231758) filed with the Securities and Exchange Commission on May 24, 2019, Daniel C. Allen, Evercel Holdings, LLC, and SHSP Holdings, LLC sold 2,515 shares, 519,304 shares, and 1,241,635 shares, respectively, of the Issuer's common stock on June 17, 2019. ( 3 )The price per share reflects the public offering price of $13.00 less an underwriting discount of $0.7475 per share pursuant to the Underwriting Agreement. Following the sale of the shares pursuant to the Underwriting Agreement, Daniel C. Allen, Evercel Holdings, LLC, and SHSP Holdings, LLC no longer own any shares of common stock of the Issuer. ( 4 )The reported securities are owned directly by Evercel Holdings LLC. Daniel Allen ("Allen") is the manager of Corona Park Investment Partners, LLC ("CPIP") and CPIP has shared dispositive power over the securities held by Evercel Holdings LLC. Allen and CPIP disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. ( 5 )The reported securities are owned directly by SHSP Holdings, LLC. Allen is the manager of CPIP and CPIP has sole voting and dispositive power over the securities held by SHSP Holdings, LLC. Allen and CPIP disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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